exv10w14



 





EXHIBIT 10.14




AGREEMENT FOR CONSULTING SERVICES




     THIS AGREEMENT made and entered into this 30th day of June, 1999, by and
between First Federal Savings Bank (hereafter the “Bank”) and Peter D. Griffith
(hereafter the “Consultant”).



WITNESSETH:




     WHEREAS, it is the consensus of the Board of Directors that the
Consultant’s services to the Bank in the past have been of exceptional merit
and have constituted an invaluable contribution to the general welfare of the
Bank, and have brought it to its present status of operating efficiency and its
present position; and,



     WHEREAS, the experience of the Consultant, his knowledge of the affairs of
the Bank, his reputation and contacts in the industry are so valuable that
assurance of his continued services is essential for the future growth and
profitability, and it is in the best interest of the Bank to arrange terms of
continued service for the Consultant so as to reasonably assure his remaining
availability to the Bank as a Consultant after his retirement and,



     WHEREAS, the Consultant is willing to continue to provide his consulting
services to the Bank provided the Bank agrees to pay to him in accordance with
the terms and conditions hereinafter set forth;



     NOW THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and convenience
herein contained, it is agreed as follows:



ARTICLE I





	1.1	 	It is mutually agreed that during the three (3) year period following
his retirement from active service as an employee of the Bank, the
Consultant shall, at the request of the Bank, be available at reasonable
times and places as may be mutually agreed upon, to render services to
the senior management of the Bank at its principal office in an advisory
or consulting capacity.
	 
	1.2	 	For said services, the Bank shall pay the consultant the annual sum of
forty-nine thousand five hundred and no/100ths dollars ($49,500.00).
	 
	1.3	 	The consultant will keep himself informed concerning the affairs of the
Bank through reports, which the Bank will supply, and such other means as
may be agreed upon. The Consultant shall not be required to travel from
whatever place he may then be living or staying for the purposes of such
consultation unless all expenses incurred by him shall be paid by the
Bank.




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	1.4	 	In furnishing such consultative services, the Consultant shall not be an
employee of the Bank, but shall act in the capacity of an independent
contractor.





ARTICLE II





	2.1	 	During the said three (3) year, following retirement, the Consultant
shall not become the owner of, nor engage, directly or indirectly, in any
business which is substantially similar to the business of the Bank,
either as a partner, stockholder, officer, director, employee or
otherwise, within an area of one hundred (100) miles from the Bank’s
principal location, unless the Bank has first consented in writing
thereto.
	 
	2.2	 	The payments provided for herein are conditioned upon the consultant
fulfilling the foregoing requirements and, in the event the consultant
shall at any time materially breach any of the foregoing requirements, the
Board of Directors of the Bank may, by a Resolution, at any regular or
special meeting, suspend or eliminate payment during the period of such
breach. What constitutes a material breach shall be determined at the
discretion of the Board of Directors.





ARTICLE III





	3.1	 	The Bank shall not merge or consolidate into or with another corporation,
or reorganize or sell substantially all of its assets to another
corporation, firm, or person unless the same agrees to assume and
discharge the obligations of the Bank under this Agreement.
	 
	3.2	 	The Agreement shall be binding upon and inure to the benefit of the
Consultant and the Bank, and any successor organization which shall
succeed to substantially all of its assets and business.





ARTICLE IV




     During the lifetime of the consultant, this Agreement may be amended or
revoked at any time, in whole or in part, by mutual agreement of the Parties.



ARTICLE V




     Any notice, consent or demand required or permitted to be given under the
provisions of this Agreement shall be in writing, and shall be signed by the
party giving or making the same. If such notice, consent or demand is mailed to
a party hereto, it shall be sent by United States certified mail, postage
prepaid, addressed to such party’s last known address as shown on the records
of the Bank. The date of such mailing shall be deemed the date of notice.
consent or demand.



ARTICLE VI




     This Agreement shall be governed by the laws of the United States of
America. This



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agreement is solely between the Bank and the Consultant. This
Agreement shall be binding upon the designated recipients, beneficiaries,
heirs, executors and administrators of the Consultant and upon the successors
and assigns of the Bank.



	 	 	 
	ATTEST:

	 	FOR: FIRST FEDERAL SAVINGS BANK
	 
	 	 
	/s/Angela Daniele

	 	By: /s/Robert Breslow
	


	 	

	

	 	Title: Senior Vice President
	 
	 	 
	/s/Rita Fraino

	 	/s/Peter D. Griffith
	


	 	

	Witness

	 	Peter D. Griffith








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